Code Lyoko: System Outbreak
by LyokoFreaks
Summary: Evil takes new form when Jeremie's latest program has a minor bug. Now Yumi's missing, Ulrich's losing his mind, and X.A.N.A.'s newest plot threatens to destroy the gang once and for all. With the help of new allies, will X.A.N.A. be defeated?
1. Prologue: A World Without Danger

**Disclaimer: **I don't own Code Lyoko (good thing because otherwise it wouldn't be so awesome.) I technically own this story so NO STEALING:-D

**A/N: **I've been working on this for a few weeks and thought I'd post the first few chapters. Please R&R. Thanks! Please no flames or Kiwi will pee them out. :-p

**Prologue: A World without Danger**

_There is a world that is virtual and different_

_It can be so cold, makes us stand up for what's right_

Ulrich examined his targets and analyzed the terrain. Three Kankrelats, all equilaterally spread around him. No rocks in sight to take cover behind, just endless sand.

_Our hopes are alive if we reset it to the start_

"Triplicate!" he shouted. He felt his body begin to split. In a split second, he stood between two identical sword-wielding Ulrichs.

_Here we are, going far, to save all that we love_

Ulrich and his doppelgangers each engaged a separate monster, supersprinting.

_If we give all we've got, we will make it through_

The Kankrelats began to open fire simultaneously. Each Ulrich successfully deflected their respective laser attacks, still moving forward.

_Here we are, like a star, shining bright on your world_

They leaped in the air in unison and dropped down, swords pointed toward the ground. One shot, one kill, and a clone was eliminated by the most agile of the three monsters.

_Today, make evil go away!_

The other two came down hard and stabbed their swords through the two monsters, causing them to blow up and leave virtual rubble spread across the ground. The last clone was shot from behind and disappeared. The real Ulrich turned around and glared at the attacker, the remaining Kankrelat.

_Code Lyoko, we'll reset it all_

He charged toward it, resuming his supersprint.

_Code Lyoko, be there when you call_

He sidestepped left, then right, as two laser beams shot from the Kankrelat and whizzed by Ulrich in a red streak. He didn't stop moving forward.

_Code Lyoko, we will stand real tall_

He thrust his sword out to his right side and charged faster, yelling.

_Code Lyoko, stronger after all!_

He ran straight past the monster, his sword seemingly cutting through it. Then, in delayed reaction, it exploded. Ulrich stopped running, skidding across the sand, and leaped into the air. After a corkscrew that left him facing his defeated enemy's remains, he slid his sword smoothly back into its sheath.

_A world of machines, it can shadow human nature_

_And all that we need is the way to find the answer_

Yumi and Odd stood back to back as two Krabes approached them. Aelita was hiding behind a large, jagged rock protruding from the sand. "One for each of us," Odd said with a big grin on his face. Yumi nodded and squatted slightly. The air above her was soon occupied by her figure and she drew her fan. The mechanical crustacean fired at her, but she easily blocked the attack, stopping it dead where it made contact with her weapon. Odd ran under his Krabe and out the other side, all the while shooting arrows at its underside.

_And one thing is sure: You can count on us for good_

Yumi tossed her fan away while Odd himself jumped into the air, readying his gauntlet of Laser Arrows.

_Here we are, going far, to save all that we love_

The fan made contact with one of the monsters' Eye on its back. It instantly exploded.

"Laser Arrow!" Odd yelled and let out a barrage of his tiny projectiles at the second Krabe's Eye. Several hit their mark, causing the monster to combust as well.

_If we give all we've got, we will make it through_

They both landed in a squat. The fan came whirring back and Yumi shot up her hand, catching it flawlessly. Both heroes got up and began their run toward the nearby activated tower.

_Here we are, like a star, shining bright on your world_

Aelita joined them and followed as close behind as possible. They made their way across the large, sandy plane floating above the Digital Sea and drew closer to X.A.N.A.'s link to the real world.

_Today, make evil go away!_

A mega tank virtualized in front of the then falling behind Aelita, and shook the ground with its landing. She gasped in horror at the enormous ball.

_Code Lyoko, we'll reset it all_

Yumi backflipped off the ground and landed in between Aelita and the monster.

_Code Lyoko, be there when you call_

The Megatank opened its large, black shell, revealing its only weak spot, it Eye.

_Code Lyoko, we will stand real tall_

It began to charge its weapon. Yumi drew her fan and Odd readied his arrows, each of them shifting to jump out of the way at any moment.

_Code Lyoko, stronger after all!_

The gargantuan monster fired its two way laser wall toward both of them.

_We'll do our best to never let you down_

A quick evasion was executed by Odd and Yumi, the virtual Geisha grabbing Aelita by the arm and pulling her with as well, all of them narrowly avoiding the devastating blast. The laser wall blew sand everywhere and it retracted.

_We're up to the test to turn this world around_

Ulrich, supersprinting from nowhere, charged at the Megatank and held his sword double handed above his head, the blade facing the monster's Eye.

_Here we are, going far, to save all that we love_

He yelled like a warrior as he thrust his blade into the monster as it charged its second wave.

_If we give all we've got, we will make it through_

It exploded, the remains vanishing as they hit the ground. Aelita was already running toward the tower again.

_Here we are, like a star, shining bright on your world_

She ran as fast as she could, panting hard.

_Today, make evil go away!_

Her body left the plane as she pushed off the edge of the virtual sand and flew across the gap between it and the floating platform hosting the activated tower.

_Here we are, going far, to save all that we love_

Aelita grabbed the edge and pulled herself up onto the platform.

_If we give all we've got, we will make it through_

She ran into the tower and phased through the black entangled mess at its base.

_Here we are, like a star, shining bright on your world_

She ran into the center of the Eye on the inside and floated to another plane above her.

_Today, make evil go away!_

A holographic screen appeared in front of her and she placed her hand on it. "Aelita" printed on it in capital letters, followed by the word "CODE". She typed "LYOKO" underneath and the screen vanished. All of the other images floating around inside of the tower dropped to the dark bottom. Back in the real world, Jeremie pressed a large key on his keyboard.

"Return to the past, now" he said. In the tower, a glow formed in the bottom, expanded, and engulfed Lyoko and the entire area of Kadic Junior High.


	2. Chapter One: Plan for Disaster

**Chapter 1: Plan for Disaster**

"Is it just me, or is this getting easier?" Odd asked. He was standing with Ulrich in front of the large, brick educational facility that was Kadic Academy. Leaning against one of the stone pillars, he continued, "I mean, that was one of the quickest runs we've ever done." Ulrich nodded. It was true, the last few X.A.N.A. attacks were practically nothing; neither they nor Yumi had lost more than twenty life points.

"Well, we've been doing this for a while. Besides, X.A.N.A.'s running out of tricks," Ulrich explained confidently. This time Odd nodded. Then they both stayed quiet for a while, taking in the nice day. The sky was clear, not a single cloud in sight. There was a gentle breeze lightly licking their faces. The sun shone bright on their world, bringing comfortable warmth. The trees rustling slightly, their leaves a beautiful green, provided a visual representation of how pleasant the day was. Ulrich put his back against the wall and closed his eyes.

Then a girl approached them, very pretty and clad in all black: Long-sleeved black shirt, tight black jeans, black boots, she even sported shoulder length black hair. She walked up to the two boys and waved. "Hey guys," she said with a smile. She leaned against the wall next to Ulrich. He looked at her, feeling slightly warmer, and smiled, too. She directed her eyes to him and he quickly dropped his gaze. "So where are Jeremie and Aelita?" she questioned, looking around.

"Wait, you're asking where Jeremie is?" Odd asked in confusion. "He's never around, so what's the point of asking?" he said almost sarcastically. She shook her head in acceptance, recalling how Jeremie seemed to leave after classes more often. He was never around anymore, sans when X.A.N.A. happens to launch an attack. It was confusing, to say the least, but they didn't worry too much, considering he made it back for every X.A.N.A. strike.

"Let's go see if he's up in his room," Ulrich said and walked toward the entrance. The others followed, passing a beautiful, yet horribly obnoxious individual, who adverted all of her attention to the passing boy. Sissi put her hands on her hips. "Oh, Ulrich dear!" she said with pompous glee, "Why don't you hang out with me today? You're always around these losers." She tossed her hair back.

"Sure, Sissi, we can hang out," Ulrich said. The others, including Sissi, were taken aback by this comment. "First," he continued, holding up his index finger, "I have to introduce you to my friend." He walked over to the girl, put his arm around her shoulders, and faced her away from the group. "This is my friend, Nothing," he said, gesturing to invisible space. "What's that? You know her already? You guys are best friends and hang out all the time?" he exclaimed in mock amazement. "Oh, well, I'll leave you two alone then." He turned around, joined the group, and they made their way to the dorm entrance. Sissi stared for a second and quickly about-faced, infuriated, and growled in anger. They laughed as they entered the building. Stairs stood before them and they climbed to the next floor. They walked a few doors down and stopped at the one that belonged to Jeremie's room. Ulrich raised a fist to knock, but he stopped after hearing noise on the other side. There was a gasp, followed by a giggle, and then an "I love you." He knocked now and was surprised to see Jeremie standing on the other side.

"Why are you so happy?" Odd asked with a goofy grin on. His blonde friend walked into the room without an answer. They followed into the familiar setting of Jeremie's lodging: Computer sitting on his desk under the window opposite from where they stood and his bed to the left, where Aelita sat, with a large poster of Albert Einstein above it. Aelita flashed her right hand at them and giggled again. On the finger adjacent to her pinky sat a beautiful ring. Diamonds surrounded an emerald stone that closely matched the color of her eyes. The rest of the group were in shock at this gift and turned to Jeremie for an explanation.

He scratched the back of his head and said, "Well, I've been working a lot lately and that's why I haven't been around." Aelita got up and walked behind him, wrapping her arms loosely around his neck. They both blushed lightly and smiled. Odd turned around, pretending to check the hall for any passersby, and gagged slightly. Ulrich just looked at the two, taking in how happy they seemed together. He turned his head to Yumi who just looked back at him and smiled. He smiled slightly as well, thinking to himself if he and Yumi could be that happy together. "Oh," Jeremie began, snapping Ulrich out of his trance, "I have something that I've been working on for a while now that I need to show you guys." Aelita released him and he sat at his desk. A few clicks of his mouse and Ulrich, Yumi, Odd's Lyoko cards popped up on Jeremie's monitor. Another window with undecipherable computer code also appeared. They all watched, Odd of course making a comment on Jeremie's dorky-ness. "Now, I've examined the coding during the process of Aelita's deactivation of a tower. With a little help of Franz Hopper's diary, I was able to find the exact code that the supercomputer executes in order to deactivate the towers. Now, although I can't seem to find a way to deactivate the towers myself, I did figure out how Aelita does it from the inside."

"Meaning?" Yumi asked anxiously.

"Meaning," Jeremie continued, "that I was able to create add-on applications to your Lyoko Templates that will allow each of you to deactivate towers." On that note, he concluded his slightly interrupted monologue and closed his eyes. He was praised by "wow"s and "cool"s from the rest of the gang. "Not that Aelita isn't perfectly capable," he added, looking to his pink haired girlfriend and smiling, "But I think she could do with a break of being the sole person that can deactivate the towers." She blushed at his concern and sat back on his bed.

"Have you tested it out yet?" Yumi asked, slightly concerned by this new development.

"Well, all of the simulations I've run were successful," he responded confidently.

"I think it would be a good idea to make a test run," Ulrich said. Odd reentered the room.

"Yeah, we wouldn't want anything bad to happen, now would we?" Odd asked, putting his hands on his hips and leaning in toward Jeremie. "Not that anything else you've put together has ever messed up," he said this time with great sarcasm. Jeremie gave him an irritated look.

"Hey, chill Odd. He might really be onto something here," Ulrich defended.

"I just like to give the guy a hard time," he said, punching his nerdy friend. The spiky-haired boy suddenly wrapped his arms around his belly and groaned. Ulrich checked Jeremie's clock.

"Yup, it's lunch time. Wow Odd, your stomach even knows what time it is," Yumi said teasingly. Jeremie and Aelita stood up.

"Well, I guess we should head to the cafeteria then," Ulrich said. The rest nodded and began filing out. Odd was the first to leave, jogging slowly to try and pick up everyone else's pace. Aelita linked her arm to Jeremie's and leaned her head on his shoulder, walking close to him. Yumi and Ulrich walked behind them and more fantasies flashed through the boy's mind. He let out a long sigh and stuck his hands in the pockets of his baggy, green jeans. They descended the stairs and left the dormitory building. The five of them left the school yard and made their way towards the dining hall, but were stopped halfway by a large man wearing a red shirt, blue sweat pants, and a white and red headband.

"Hmmm," Odd tapped his head in thought, "Something's different about you, Jim. Have you lost weight?" The others focused their attention to the kitchen knife in the demonic physical education teacher's hand.

"Well, it couldn't possibly have anything to do with the fact that he wants to kill us," Jeremie said, annoyed. X.A.N.A.'s Eye replaced Jim's pupils.

"I figured that was a touchy subject, so I brought up something else," Odd replied with a big grin.

"Odd, can't you ever take anything seriously?" Ulrich cut in.

"We have to get to the factory. Let's go!" Yumi commanded and led the way to the forest.

"Ulrich, stay here and keep him distracted," Jeremie ordered. Ulrich nodded and assumed a martial arts stance as the others followed Yumi toward the park. She stopped and turned around, watching Ulrich fight off Jim. Aelita put a hand on her shoulder. Yumi turned her head to the pink haired girl and nodded. They about-faced and continued, following behind Jeremie and Odd. Across the park and into the woods, they found a small clearing with a manhole in the middle of it. Odd slid off the cover and climbed down with the others on his heels. Jeremie descended so fast that his shoe grazed Odd's cone shaped hair.

"Hey, watch it," he yelled up. "I finally got it perfect today." The four reached the bottom of the ladder in a sewer and ran to the wall. Lined across it were three skateboards and a couple scooters. Odd and Yumi grabbed the boards and ran down the sewer.

"YEAH!" They threw their skateboards to the ground and hopped on them. The other two followed on their scooters down the tunnel. They traveled the direction of the flow of the greenish-blue sewage water that ran down the middle of the passageway. The end of the tunnel was marked by rusted metal bars preventing further access into the sewer. A ladder on their left allowed them to ascend to a bridge that lay directly above the waste cesspool. They traversed the bridge into a large building. Several ropes hung from the ceiling and the four students jumped, one after another, onto them and swung down into a gigantic room that extended several hundred feet. They climbed into an elevator that lay just before them. Yumi punched a red button marked by a down arrow. The elevator did just that, and, after the large metal door blocking access into it closed, lowered. Jeremie pressed the button again and it came to a halt, the door opening. He opened up the elevator control panel, revealing a console with several buttons. He pressed a few and the door to the lab discharged and opened. The others remained in the elevator as Jeremie entered the room.

The room contained a large holographic projector in the center. Beside it was a conglomerate of screens. He sat down in a chair adjacent to the projector and it swung around to the console. The elevator opened again, this time to a room with three pillars. Each of them ran into separate scanners and the doors shut.

"Transfer, Aelita. Transfer, Yumi. Transfer, Odd," Jeremie said into his headset. The three students' hair rose into the air as the scanner pressurized. "Scanner," he said. This time, they each rose into the air themselves and a ring moved up and down around them, analyzing their subjects. "Virtualization!" Blinding light flashed inside the scanner and they vanished.

Left, right, duck, back up, duck. Ulrich evaded the evil Jim's attacks easily. He turned around and ran toward the park, hoping to draw him away from the school. It worked and the possessed man followed him. _I hope they hurry. I can't keep this up forever._ He turned around to face him again and dodged several more swipes of the knife.

Odd, Aelita, and Yumi's bodies slowly formed, piece by piece, above the rocky terrain of the Mountain Region. They landed, Odd on all fours. A purple board virtualized above the ground next to Odd and a large, hovering vehicle next to Yumi.

"Thanks Jeremie," she said and climbed on with Aelita behind her. Odd did a back flip and landed on his board. They immediately flew in the direction of the tower.

Ulrich fell on his bottom and groaned. He put his hand to his cheek and pulled it away. Red fluid ran down his fingers. He got up franticly, facing Jim, and kept backing up. He made slashes at Ulrich, who was getting progressively slower in his maneuvering. Jim caught him on his arm, this time, with the blade. Ulrich held in a scream of pain through gritted teeth. The topside of his right arm received an elongated cut from his wrist extending up a couple inches. _They have… to hurry!_ He turned again and ran, the possessed Phys. Ed. Teacher right behind him.

"Hyaaa!" Yumi's fan sliced through a Hornet and looped around, eliminating another. She lifted her arm and caught it as it came back. With a flick of her wrist, she retracted it.

"Odd, one more hit and you're-" Jeremie began, but to no avail. He spoke too late and his blonde and purple haired friend was shot from behind. His physical appearance deteriorated into nothing more than a wire frame of his virtual being, which then vanished into nothing. Yumi and Aelita flew past the Block that eliminated Odd on their Overwing. The monster quickly turned around and fired a laser at them. It connected with their gravity-deifying vehicle and it vanished in the same fashion as their cat-like comrade. Yumi landed on the ground just below her, but her pink-clad friend wasn't so lucky. Aelita fell past the ground and into the mist below. "Aelita!" Jeremie screamed, but relaxed when he saw that she had landed safely on another platform below, though the sanctity of her rescue lost her thirty life points. Yumi swore under her breath.

"Hurry, Jeremie! Send her the Overbike!" Yumi shouted in desperation. There was no response. "Jeremie?"

Ulrich gasped for breath, lying on his back in the middle of the park. _How could he get away?_ He slammed a fist on the ground and coughed several times. Struggling, he pushed himself off the ground.

Jeremie backed against the wall as the evil Jim approached him, knife raised.

_Great, I guess I know what I have to do now._ Yumi cartwheeled across the sliver of land that stretched to the activated tower, Hornets firing at her. She evaded the blasts and arrived at the tower, quickly phasing through it. She ran to the middle of the Eye platform inside, which lit up as she moved across it. She then immediately floated to a platform above. A virtual screen appeared before her. Confused, she attempted to contact Jeremie again, "Jeremie, I'm in the tower, now what?"

He was preoccupied, but heard Yumi's cries. Jim attacked with a swipe and Jeremie ducked. He crawled under him and got up quickly, running to the computer. "Yumi! Place your hand on the screen and type in 'Lyoko' when it asks for a code!" he said as fast as he could. Then he jumped out of the way of another attack by Jim and somersaulted across the floor.

Yumi did as she was told and put her palm to the floating monitor. Her name appeared "YUMI" followed by "CODE". She input the word "LYOKO" and waited. The screen contracted and vanished. She looked around in amazement as the many panels floating around the interior of the tower dropped to the dark bottom. Jeremie got away in time to punch a key on his console. "Return to the past, now!" he said, as Jim fell unconscious due to his recent release from X.A.N.A.'s grip. A column of light shot from the holographic projector and expanded, engulfing everything in sight.

"Ugh, déjà vu," Odd said, leaning against his in front of the school, once again.

"Yeah, but at least I'm not being attacked by a lethal soccer coach," Ulrich replied, examining many places on his body where he should have scars. He sighed heavily. They stood there for a couple minutes before realizing something. "Where's Yumi?" he asked. Odd only responded with a shrug. Jeremie ran up to them a few seconds after.

"Guys, we have a problem," he said in a panicky voice, Aelita standing behind him looking very nervous.


	3. Chapter Two: Limbo

**Chapter 2: Limbo**

Ulrich dropped to his knees in total shock. "She's…" he started. His expression changed to one of anger. He got to his feet and grabbed Jeremie, with both hands, by his blue shirt. He shook him hard, causing his glasses to come flying off his face. "This is your fault!" he yelled at him as he shook. It took all of Odd's strength to pry him off the younger boy. Ulrich's mood changed again and he sank back down onto his knees, crying. Jeremie lifted his glasses off the stone walkway between the school and its dirt yard. Aelita just looked on helplessly.

"It's all my fault!" she suddenly broke out and started to cry as well.

"No, Aelita," Jeremie said, walking over and hugging her closely. He turned back to Ulrich and put his arms around her shoulders. "Now listen closely, Ulrich," he said sternly, "Yumi can be rescued." Ulrich looked up and ceased his sobbing. "She's stuck in Virtual Limbo and can be saved. All I have to do," he said, walking over to Ulrich and getting on one knee, so as to be at eye level. Jeremie put his hands on the sulking boy's shoulders, "is find out exactly where she is." He stood back up and turned around. "The Limbo is a very unusual place and I can't seem to find Yumi's coordinates. For me, it was easy. I just got cut off in the middle of a transfer. Her, she's stuck there completely." He turned back around the Ulrich. "You guys have to go back to Lyoko so we can locate her," he finished, staring the boy straight in the eyes.

Ulrich stood up slowly and stayed still for a few seconds. "Well then, what are we waiting for?" he yelled and took off toward the park. He was stopped by a less evil Jim.

"And where do you think you're going, hm?" he asked, intimidating Ulrich slightly.

"Um, just for a little walk, Jim," he responded, cracking a smile. The rest of the gang approached them.

Jim stood there, contemplating for a moment. "Watch your step and try not to get hurt," he said finally, and walked away.

"Of course, only natural that he tries to kill us, then says not to get hurt," Odd chimed in, laughing. He expected the others to say something, like usual, but they were already gone. He ran hard to try and catch up.

"Transfer, Aelita." Jeremie executed his normal virtualization routine. "Scanner, Aelita." Ulrich bit his bottom lip in a very nervous fashion. "Virtualization!" She disappeared from the scanner and appeared in Lyoko. She dropped to the ground in the Forest Region and immediately ran to the passage tower. Ulrich began to shake.

"It's OK, buddy. We'll have Yumi back in no time," Odd said with consolation, though he was quite uncertain himself. This uncertainty didn't seem to be picked up by his slightly depressed friend, who brightened up a little at Odd's reassurance.

"OK Jeremie, I'm at the first passage tower," Aelita reported, rising to the platform above her. She touched down and a virtual screen appeared. She tapped a few things and it vanished.

"Dang it," Jeremie said from his computer. "It's not there." Ulrich was getting anxious and began pacing the room. Odd sat next to Jeremie's chair, looking on in concern.

"I wonder what went wrong with that program of yours, Jeremie," he thought out loud.

"Nothing should have been wrong with it," the four-eyed boy responded, slightly irritated with Odd's lack of faith in him. "All of my tests were perfect. I never would've let Yumi do that if I didn't think that it was safe."

"Jeremie! There are Blocks in front of the tower!" Aelita said urgently from the Desert Region that she had just transferred to. Jeremie checked his computer and two red markers moving back and forth occupied the window with the tower and Aelita's yellow indicator. She stood several yards away from the tower, the closest she dare go near it for fear of losing her life points.

"Is there a way around?" he asked, not wanting to risk any of his other Lyoko soldiers.

"I'm afraid not," she responded in defeat.

"All right, I'll send Odd." He looked over at his friend dressed in purple. "You're up." Odd got up and entered the elevator, pressing the down button, and descended.

"I want to go too," Ulrich said quickly.

"No, I don't want to risk sending more than one of you. Besides, you're all shaken up," Jeremie said in a consoling tone that said "I'm sorry, but that's the way it is."

Ulrich dropped his head and sighed heavily. "Yumi…" he said softly.

"Laser Arrow!" Odd fired several small arrow darts at one of the Blocks, one of them connecting and causing the monster to explode. Aelita ran as the second Block chased her down. The sand blew up in dust and she weaved in between rocks, trying to avoid the cubical creature's laser shots. One hit her and virtual static encased her leg. She hit the ground and screamed as the Block approached her, standing only a couple feet away, charging its laser. Odd ran on all fours as fast as he could and leaped into the air. He passed between the monster and the distressed girl, upside-down, with his arm outstretched. His paw was inches from the Eye of the Block. "Impact!" he yelled and fired. The monster exploded and Odd landed in a squatting position, giving Aelita a thumb up. She nodded and entered the passage tower. She floated up to the platform above her, following the same procedure as last time.

"It's not here either," Jeremie said to himself and put his head in his hands out of frustration.

"Jeremie, what about Sector 5?" he asked. The genius boy looked at him in surprise. Ulrich immediately knew that his assumption had been right and headed for the scanner room without a word from Jeremie.

"Aelita, Odd," he said into his headset, "I'm sending you and Ulrich to Carthage."

Aelita put a hand to her head, "Of course, that will make finding where Yumi is easy."

"Well, easier code wise, not monster wise. You still have to be careful of the Scyphozoa," he told her strictly. Ulrich exited the elevator and climbed into one of the scanners.

"Transfer, Ulrich! Scanner and virtualization!" Jeremie clicked the large key on his console board and Ulrich was sent to Lyoko as well. He typed some more and three screens cropped up on his monitor. "Here come your vehicles," he said. A purple board appeared over the ground next to Odd. A one wheeled motorcycle virtualized next to that and caught Ulrich as he fell from the sky. He instantly began to rev the engine. Aelita sat down behind him and Odd jumped onto his board.

"Alright, guys, to the edge of the sector!" he yelled behind him and they took off at full speed. Large rocks traveled past them at lightning speed as the moved across the sand. The tire of Ulrich's bike skidded as his bike came to a stop by turning it sideways shortly before reaching the edge of the sector, which opened up into the virtual sea.

"Scipio," Jeremie said as he typed the word into his computer. The three warriors of Lyoko stood and waited while a giant pearl colored orb rose above the ground from the sea, bearing a blue Eye. It descended, opening up in half and resealed itself around Ulrich, Odd, and Aelita. Spin, spin, spin, spin, slow down, spin faster, stop! The ball left them on a platform in X.A.N.A.'s base of operations. Odd put a paw to his mouth and gagged.

"I wonder if I'll ever get used to that," he said, recovering.

"The door's opening, three minutes on the clock, everyone," Jeremie's disembodied voice echoed. They rushed for the long slit that was their entrance into Carthage's dangerous, ever changing architecture. "The switch is…" Jeremie started.

"There!" Odd yelled, pointing to a high spot on the wall to his right. The room was configured with the floor alternating between low and high platforms. The walls were arranged in stair like fashion, each pillar extending higher than the previous one, creating an easy path to the switch. Odd ran to the wall and immediately began his ascent, hopping from one platform to the next. On the ground, Ulrich drew his sword, preparing for the usual onslaught of monsters. He would have waited an eternity if he didn't realize that they weren't coming. He looked around, confused at there being no resistance, no Creepers trying to devirtualize them, no Scyphozoa attempting to relieve Aelita of her memories. Odd kept to his climb, now noticing the lack of competition, and slowed down a bit. He jumped to the last pillar and pushed in the X.A.N.A.'s Eye switch. It collapsed in on itself and the room's walls flattened out, creating a clear passageway to the location where Odd, Ulrich, and Aelita would inevitably jump onto the transport that endlessly and routinely circled the interior of Sector 5. They did so and ran across the walkway after the transport stopped. They met a dead end and waited a bit before it gave way to a small platform jutting out from the rest of the spherical structure. Aelita summoned up a virtual panel near the edge of the platform. After a few taps on the screen, she found the information she needed.

"I found it, Jeremie," she said, giving up her imaginary console, allowing her blonde boyfriend to take back control at his computer.

"Great job, now leave through the exit I just opened," he said, virtualizing their vehicles.

**+XoX+ **

"Materialization, Yumi!" Ulrich, Odd, and Aelita waited in front of the elevator door in the scanner room. Ulrich held his breath as the scanner on his left shut its door. There was a loud whir as it pressurized and the door reopened. Steam poured out and when it cleared, there was a girl laying in the bottom, unconscious. They all ran over and Ulrich shook her gently. She opened her eyes and met his.

"Hey," she said with a tiny smile. Ulrich let out a deep sigh or relief.

"Hey yourself," he responded, smiling as well. She dropped her head again and rested. Ulrich and Odd lifted her out of the scanner and took her to their dorm room.


	4. Chapter Three: Materialization

**Chapter 3: Materialization**

Yumi awoke and slowly opened her eyes. No one was present. She looked to the window, peering into the darkness of the night. _Everyone must be at dinner._ She got off Ulrich's bed and lifted her arms into the air, stretching them outward. She brought them down and looked about the room. "Maybe Jeremie's in his room," she thought out loud. The black-haired girl walked to the door and opened it, then made her way down the hall toward her genius friend's dorm room. Knock, knock, knock. The door cracked slightly, revealing a boy with blonde hair and thick glasses.

"Oh, hello Yumi. How are you feeling?" he asked with a smile.

**+XoX+ **

Odd moaned with pleasure as he ate the last bite of Jeremie's butterscotch pudding. "How many cups is that?" Ulrich asked in amazement.

"Seven," Aelita responded, keeping track with another tally mark on her napkin.

"That might be a new record," Jeremie said, slightly uninterested. Odd breathed for the first time since his first cup of pudding and licked the creamy, light brown substance off his lips. Then he smiled one of his big goofy grins.

"I gotta hand it to you Odd," Ulrich began, standing up and grabbing his tray, "You sure can stay scrawny, no matter how much you eat."

"Hey, I'm not scrawny," he responded irritably, "I'm svelte." He crossed his arms and nodded.

"Well, I'm going to go see how Yumi's doing," Ulrich said. He returned his tray and left the dining hall.

"I'll come t-" Jeremie began, getting up as well, only to be stopped short and dragged back into his seat by Aelita. She shook a finger at him.

"Let them be alone," she said smiling and wrapped her arms around him. Odd groaned in disgust and got up out of his seat. He walked to the lunch counter and attempted to obtain another pudding cup.

**+XoX+ **

Yumi sat on Jeremie's bed a while, watching him work. She peeked at his screen for a second. _How does he even know what he's doing?_ She smiled and shook her head. "I think I'm going to head home now," she told him. Jeremie turned around quickly. "Wait, X.A.N.A.'s just launched another attack," he said, showing the girl a familiar red tower on his monitor. Yumi sighed. "I know you just got back, but we need to return to Lyoko," he said, slightly unfeeling.

"No," she responded, causing the boy to draw back in surprise. "Odd and Ulrich can do it. If you really need me," she pulled her phone from her pocket, shaking it side to side, and continued, "just give me a call." She turned to leave and was met with the person she was just talking to. She glanced behind her, hoping to see him at still at his computer. He wasn't though; he was right in front of her. A yellow Eye flashed on his forehead. Then she let out a gasp as Jeremie elbowed her in the stomach at lightning speed and she fell flaccid over his shoulder.

**+XoX+ **

Ulrich stuck his hands in his pockets and began thinking about Yumi. _I almost lost her, and I haven't even told her…_ His eyes began to tear. _I have to tell her, tonight, before she goes home._ Startled by the sound of branches cracking, he looked up. He wiped the tears from his eyes to get a better look at whatever it was that made the noise. He stared in awe as he witnessed one of his best friends carrying away Yumi, who was draped unconscious over his shoulder. "Y-Yumi," he said quietly, trying to take in what he was watching. Then he screamed her name, "YUMI!" The Jeremie clone faced Ulrich and picked up his pace. "He's heading for the factory," he said to himself. He turned around and ran back to the dining hall. Odd slurped up another cup of pudding as his best friend came busting in, looking very distressed. "Odd, X.A.N.A.'s attacking! Where's Jeremie?"

"Eramee an Ieeta aw arwan a cowa," he replied with the pudding sliding down his face.

"What?" Ulrich yelled, obviously annoyed, and grabbed at his hair. The piggish boy swallowed hard and pointed his thumb.

"Jeremie and Aelita are around the corner," he repeated with a little more clarity. Ulrich ran as hard as possible out through the doors and around the side of the dining hall. He stopped dead in his tracks at the sight of Jeremie and Aelita. The two blushed, released each other, and coughed guiltily in unison. Ulrich stared for a moment and shook the image out of his head.

"Um… heh," he began, trying to remember what he was going to say. "Didn't mean to interrupt," he stammered. Then, gaining back his focus, "But X.A.N.A.'s launched another attack." Jeremie's expression changed to a blameworthy one.

He didn't have to say anything; Aelita spoke for him, "So that's what the sound coming from your laptop was when you told it to shut up." She raised an eyebrow at him. The boy blushed even more. "'Don't worry Aelita, it's nothing'," she mimicked.

"OK, OK," he responded quickly.

"We have to hurry," Ulrich interrupted with urgency. "X.A.N.A. has kidnapped Yumi, disguised as you." Jeremie pushed his glasses up his nose and growled irritably. Ulrich dropped to his knees for the second time that day, not something he did very often.

"We just got her back," he said and broke down crying again. Odd walked up behind him and placed a hand on his depressed friend's muddy brown hair.

"Now how do you plan on saving Yumi if you keep this up?" he asked with a big grin. Ulrich stopped immediately and got up. He nodded at Odd and took off for the forest.

"Transfer Yumi," X.A.N.A. said into Jeremie's headset. Her disabled body floated into the air as a large ring descended, analyzing her. "Virtualization!" The false Jeremy tapped a key and Yumi vanished, reappearing over a giant blue platform with a white Eye in the center. She fell, still out cold, onto the ground. The evil Jeremie typed some more.

"Hyaaa!" Ulrich's foot connected with the specter's face. He flew from the chair and hit the wall. His attacker glared in a fit of rage and approached him. The ghost melted away into the ground and crept back to the computer in a puddle of black. It took the shape of Jeremie once again and resumed typing. Odd attacked this time, lunging at the false Jeremie. But before he could make contact, it vanished into the air.

"OK, I'm all for the bad guy running away, but what did he just do?" the cone-haired boy asked in great confusion. The real Jeremie sat down at the Super Computer console.

"He sent Yumi to Lyoko, but it seems that he devirtualized her directly afterwards," he said, typing franticly. "Also-" but he was cut off at the sound of Ulrich entering the elevator. He cleared his throat and continued, "Also, he deactivated the tower." The elevator reached the scanner room and stopped. Ulrich stepped out and ran near the center of the room, looking around.

"She's not here," he said quietly to himself.

"What's that Ulrich?" Jeremie asked, straining to hear what he was saying.

"She's not here!" he repeated, yelling this time. Jeremie winced at the loud scream that Ulrich just emitted.

Suddenly, they heard a dull roar from upstairs and the factory shook, causing debris to fall to the ground.

"Ulrich!" Jeremie screamed over the intercom. Ulrich ran into the elevator and took it up, stopping it at the lab. The others stepped in and continued the ascent. Another roar as a seismic quake shook the elevator, putting its journey on pause momentarily, and continued to climb. It stopped at the top and the rusting metal door in front of them slid open. Electricity surged through the room and their hair rose into the air as if they were in the scanners. Glass shattered and the support pillars crushed in. A figure floated in the center of the room. Despite the brightness of the electricity, it was dark and ominous. It laughed hysterically in a maniacal tone, sparks flying from its fingers. Jeremie's eyes widened as he discovered what it was.

"X.A.N.A..." he said, trailing off.

The figure lifted its hand, releasing a large wave of electrons. They all jumped every which way, narrowly avoiding the attack. The strike sent the elevator flying in the air, the support cables barley staying intact. An evil smile spread wide across its face. Jeremie got off the ground and ran full speed toward it.

"X.A.N.A.!" he said again, screaming in fury.

"Jeremie, no!" Aelita yelled after him. The angered boy didn't hear her and continued to charge at it. X.A.N.A. pointed a finger at him and shot a stream of electricity. It connected with Jeremie's chest and he floated into the air, writhing in pain. His cries of pain pierced the others' ears as he continued to wiggle around in midair, as if in an epileptic seizure. X.A.N.A. ceased the attack and he dropped to the ground, smoke emitting from his body. The materialized computer virus laughed evilly again and, in a flash of light, vanished instantly. Aelita ran to Jeremie and shook his body. There was no reaction for a moment, but then he started to struggle. His eyes opened and met hers. He forced a smile and she leaned over him. Their lips met and stayed for a few seconds. Ulrich and Odd got up, still in total astonishment over the attack. Ulrich's eyes opened wide and he ran back into the elevator. The others just stared at him.

"What are you guys waiting for? We have to find Yumi!" he exclaimed in distress. Odd and Aelita turned their heads to the ground. Jeremie forced himself on his feet, supporting himself on Aelita. He looked Ulrich straight in the eyes.

"Ulrich," he started slowly, "don't you think that what's going on here is bigger than you two?" he finished, emphasizing the last four words. Ulrich flinched at this comment and dropped his head. Then he turned around and walked to the back of the elevator, placing his forehead against the warm steel wall. "Well?" he asked, trying to wring Ulrich of a response. The only reply he received, however, was a deep sob. Tears streaked down Ulrich's cheeks and he collapsed to his knees. He wrapped his arms around himself and cried harder. Jeremie just turned around and left with Aelita and Odd helping him out. Ulrich's fist met the wall of the elevator several times.

"I hate you!" he screamed, turning to Jeremie. "I hate you and that bastard X.A.N.A.!" The blonde boy just kept walking with his arms slung over the others. Odd couldn't bear to turn to his degraded friend and Aelita began to cry silently. Ulrich didn't move and watched them leave, tears blurring his vision and staining his face.


	5. Chapter Four: Betrayal

**Chapter 4: Betrayal**

"She never came home," Mr. Ishiyama said to the police officer at about a quarter past midnight. His wife shook with fear and worry. The officer took notes on a yellow pad, garnering Yumi's description and any other information that might assist in the search for her.

"Does she have any close friends that might know where she is?" the man in blue asked. The two parents looked at each other for a moment and turned back to their interrogator.

"Ulrich Stern."

**+XoX+**

Ulrich laid in the darkness of his room, face-down on his bed, crying into his pillow. Odd wasn't there, he wouldn't be. Even if he wasn't out looking for X.A.N.A. with Jeremie and Aelita, he wasn't about to hang around Ulrich. At least, not after the way he had reacted. The more he thought about it, the angrier he became, and the harder he cried. _This is Jeremie's fault. I have a right to be angry, after what he did._ This thought kept replaying in his mind as well as the attack that just took place several hours ago. He convinced himself that Jeremie's program, his experiment, was the root of everything that happened, using Yumi as his guinea pig. _Now X.A.N.A.'s free and Yumi's gone, and it's all thanks to him, that Jeremie Belqois._ Ulrich swore silently that night that one day, he would get Jeremie for this.

**+XoX+**

They all walked along in silence. Jeremie had counted on X.A.N.A. being easy to find. After kidnapping Yumi and virtualizing her, only to disappear shortly after attacking them. It didn't make any sense. Even Odd was serious as the made their way down the sidewalk in town. They definitely shouldn't be out at this time of night, but they knew what they had to do. Jeremie turned his gaze to the sky, staring at the dots that littered it. _Finding X.A.N.A. is top priority._ Of course, what to do when they found that virtual monstrosity was unknown to them, but they figured they would cross that bridge when they came to it. His body still ached slightly from the assault earlier that night; it hurt to even walk. Odd sighed and the others knew what he was thinking. They were all thinking about it: Ulrich. He'd been up in his room since they went back to school. They only saw him briefly after he stormed into his room, dripping wet from his shower, and scaring Odd and Kiwi half to death. After jumping a mile into the air, Odd picked up his dog and left without a word to his disgruntled friend. He returned a couple minutes later with Jeremie and Aelita, who just looked away from his sobbing figure in discuss and set off to search for X.A.N.A. without even asking for his help. Jeremie grabbed his hair and screamed, releasing all of his rage building up from the consecutive events of losing Yumi, X.A.N.A.'s escape, and Ulrich's hatred. It was just too much to bear.

"And he's just up there sulking, acting like he's the only one that cares that she's gone!" he began, pacing up and down the sidewalk while the other two stopped and watched, nodding in agreement. He started to cry and continued, "She was like a sister to me! If he wasn't up there," he gestured in a random direction, "and helped us, we might be able to get Yumi back!" Then he dropped his voice, sinking his gaze to the concrete walkway. "I know it's my fault, but…" Tears streamed down his face and onto his blue shirt. Aelita pulled him into a tight hug for comfort and Odd placed a hand on the boy's shoulder. Jeremie ceased his crying and just stood there.

"Hey, don't fall apart on us too," Odd said in a less cheerful voice than usual. Then something glimmered in the light suddenly. He looked to it and squinted. There was a figure, a boy, strangely dressed and staring at them. "Hey Jeremie, could that be X.A.N.A.?" he asked nudging at the blonde. Jeremie looked up, trying to make out the shape amidst his watery eyes.

"No," he responded, looking to the bladed weapon in the figure's right hand. "X.A.N.A. wouldn't have…" he said but stopped suddenly and gasped as the figure moved toward them, a yellow streak trailing behind it, "a sword."

**+XoX+**

Ulrich lay there, not moving, not daring to emerge from his isolated shell. He contained himself like a Megatank and didn't stir even the slightest. He had stopped crying several hours ago, but he couldn't bear to get up. "Yumi," he said to himself. The smell of smoke made his snap out of it. He sat up quickly and turned to his alarm clock. It was fried, the smoldering circuits filling the room with a foul odor. He attempted to turn on the lamp. Nothing. _What's going…_ He didn't get to finish that thought, stopping at the sight of a bright light that suddenly appeared in his room. The light then took the shape of a person. When it finally dimmed down, Ulrich was face to face with a girl dressed in kimono. "Y-Yumi?" he stammered, retreating to the far corner of his bed. Visible electricity emitted from her body.

"Yes Ulrich, it's me," she said in a layered voice.

"What happened to you?" he asked, unsure of what was going on.

"Something terrible," she responded gloomily. "How would you like to take revenge on the one responsible?" She smirked evilly as Ulrich leaned in closer and listened.

**+XoX+**

"Supersprint!" Ulrich yelled as he charged toward them. He ran, holding his sword in both hands, and thrust it at Odd. The boy narrowly avoided the strike by ducking and brought a fist into his best friend's stomach. Ulrich coughed in pain and staggered backwards, clutching his belly. Out of rage, he made a diagonal swipe with his blade, catching Odd's left hand and causing it to drip blood. He grimaced in pain at his injury. Then the samurai turned to Jeremie. "I'll make you pay!" he yelled, pointing a finger at him in accusation.

**+XoX+**

"It was Jeremie. He caused this to happen to me," Yumi continued. "Now I am no more, merely an image of my once physical form." Ulrich threw a fist at the wall in anger, leaving a nasty dent. "I can help you avenge me." The boy hastily perked up and listened closely. "I can give you powers, your powers. Then they'll be easy to take care of, won't they?"

"But, why all of them? Why not just Jeremie?" Ulrich asked confused.

"They turned on you! They wouldn't let you come back for me!" she yelled and Ulrich cowered back. Her expression softened and she floated over to him. Then she held him in her arms and kissed him firmly on the lips. They stayed that way for a bit and she pulled away. She put a finger to his chest and sent out a strong wave of electricity through his body. He grunted at the first moment, then relaxed. It wasn't painful; it actually felt pretty good. When she stopped, he was dressed in a samurai outfit, equipped with sword. "Avenge me," she said and vanished in a flash of light.

**+XoX+**

Ulrich thrust his sword at Jeremie. He pushed Aelita to the ground from in front of him and took the attack to his shoulder. He screamed in agony as blood left the wound and stained his shirt on both sides of his body. The attacker removed the blade slowly, causing the searing pain running through Jeremie's body to increase. Ulrich curled his lips into an evil smile at the boy's screams as the emotional pain left his own body.

Aelita looked on in horror. "No! Please stop!" she pleaded on her knees. Ulrich looked at her with an evil glare. Jeremie fell to his knees and tried to hold in his screams. The samurai-clad warrior pulled his hand back, ready to strike her. Then he stopped. He staggered a bit and fell to the ground. Odd was standing behind him with an iron pipe in both hands. Jeremie grabbed his shoulder, gasping for breath, and glared at Ulrich's motionless body in anger and disbelief.

**+XoX+**

Several windows popped up on the Super Computer's main monitor. Jeremie examined their contents and sighed. Aelita turned around, redirecting her attention from the elevator door. She looked at the screen and gasped. The boy typed and brought up a phone with a picture of Odd next to it. The blonde and purple haired boy pulled his cell phone from the pocket of his two-shaded jeans and clicked a button.

"What's up Jeremie?" he asked, looking at the yellow clad samurai chained between two of the heavily damaged support pillars in front of him. "Did you figure out what's going on?"

"Yes. Apparently, he was virtualized and, just as I suspected, he was materialized with his Lyoko Template intact," Jeremie responded, adjusting his headset.

"So, Ulrich has all of his powers in the real world?" Odd asked with a hint of confusion, hoping that he may have somehow understood what the genius on the other end of the line was talking about.

"Precisely," Jeremie said, typing some more. "It must've been X.A.N.A."

"But how did X.A.N.A. do it?" Aelita asked, putting a hand on the chair and leaning into the monitor.

"By modifying the materialization program. I still can't figure out how X.A.N.A. was able to materialize at all; it's just a virus, it was never a person."

"Well, we just have to figure out how to reverse it," Odd said into his phone. Ulrich stirred slightly, causing the chains that bound him to rattle. Jeremie nodded, scanning the lines of code. Then he grabbed his shoulder and grimaced.

**+XoX+**

"So Ulrich is missing too?" the police officer asked.

"Yeah, and his other friends," Jim replied.

"They haven't attended their classes since lunch and they aren't in their dorms," Principal Delmas added.

"Well, judging by what you've said about," the officer paused and checked his notes before resuming, "Jeremie, this happening is quite unusual." He turned to the other officer that stood beside him. "We might have something big on our hands. Let's go." Then, turning back to the other two, "Thank you for your time. Have a good night, er, morning," he finished, looking at his watch which displayed 3:30 in digital numbers. They got into their car and drove off.

"Reminds me of this one time when I was in the police force," Jim said, watching the car go down the road.

"You were a police officer?" Mr. Delmas asked.

"I'd rather not talk about it."

**+XoX+**

Jeremie typed franticly. "We have to hurry and send him back to Lyoko before he wakes up." _X.A.N.A., what did you do? There's no way Ulrich would've attacked us; X.A.N.A. must have done something._

"Alright," Odd said. He put his phone away and unchained Ulrich. The boy was still out cold and limply fell into Odd's arms. He carried him to the elevator and took him to the scanner room. Then, he walked to one of the cylindrical pillars, his friend's feet dragging across the floor, and placed him in "He's in, Jeremie," Odd said into nowhere. Jeremie nodded and began the virtualization process.

"Scanner, Ulrich!" A wireframe of the samurai appeared on his screen and began to fill in. At halfway, though, a large, circumscribed exclamation point popped up and his computer began to beep. "What do you mean 'blech'?" he asked, mocking his computer. Odd looked into the scanner as it opened back up.

"Um, Jeremie? There's nothing in here," he said.

_What? How could he… unless…_ "Everyone be careful, he triplicated!" he yelled. His screams fell on deaf ears, however. He looked to Aelita who was no longer present. The boy began searching franticly, swiveling around in his chair, but there was no trace of her. Thunk! A dull thud as the handle of Ulrich's sword met with the back of Jeremie's head. He fell from his chair, unconscious. Another Ulrich emerged from elevator and nodded.

"Fusion!" he yelled and the two joined back together. He picked up Jeremie and proceeded to the scanner room via the elevator. When he stepped into the room, two of the scanners were already occupied by Odd and Aelita, who lay unconscious in the bottom. Ulrich walked over to the empty scanner and tossed Jeremie in hard. The force of the impact caused him to snap out of his sleep and he opened his eyes slightly. He looked out and saw Ulrich kneel in front of a figure in kimono. Jeremie gasped to himself when he recognized who it was.

"Yumi, they're all in place, just like you asked," Ulrich said, standing up and taking her hands.

"Very good," she replied. "Now I need to transfer them."

Jeremie's eyes widened. _No wonder he's doing what X.A.N.A. wants._ Something moved in one of the other scanners, catching the blonde child's eye. It was Odd's hand. He had three fingers extended. Then two. Then one.

"Now!" he yelled as he and Aelita simultaneously leaped from the scanners. Aelita grabbed Ulrich and turned around, flinging him into the scanner. Odd did the same with X.A.N.A., grabbing the false Yumi by her kimono and tossing her against the scanner wall.

"Jeremie, send them to Lyoko!" Aelita yelled, manually sealing the scanner doors. He got up as quickly as possible and climbed into the elevator. It stopped at the lab and Jeremie ran to his computer, sat down, and began typing with vigor.

"Transfer, Ulrich. Transfer, X.A.N.A. Scanner. Virtualization!" The scanners whirred as they ran through the virtualization process and opened. The steam cleared and Odd and Aelita, at the sight of the two evil beings no longer in the scanners, cheered. Jeremie exhaled deeply and sat back in his chair. For now, they were safe.


	6. Chapter Five: New Allies

**Chapter 5: New Allies**

"There, deactivated," Jeremie said, pulling his headset off. "No more access to the scanners."

"Well, at least X.A.N.A. won't be able to materialized Ulrich or itself," Aelita said, sighing.

"I should've paid more attention to the materialization program," he said, pointing to some code on his monitor. "It was changed around, so I assumed that was how X.A.N.A. gave Ulrich his powers. We could've died if we were transferred."

"Why didn't X.A.N.A. or Ulrich die when they were virtualized then?" Odd asked, confused.

"Remember, X.A.N.A.'s not a real person and I assumed that Ulrich's biological code was left out, just in case," Jeremie responded, scratching his head. "That's one crafty virus; everything must've been planned out before X.A.N.A. escaped."

"So how did Ulrich get his powers then?" Aelita asked.

"X.A.N.A. obtained his Lyoko Template information when the system was vulnerable after Yumi deactivated the tower," he answered, turning his chair to face her. "Somehow, the information was transferred to Ulrich through X.A.N.A."

"Well, this is interesting and all, but we need to defeat X.A.N.A. The sooner we do that, the better," Odd said and approached Jeremie. "So, when do we go to Lyoko?"

"We aren't going to, not yet," Jeremie replied. Odd was baffled.

"What do you mean? Just send me in," he punched his right hand, "I'll take care of them."

"No, you can't fight them alone."

"So, what, I'm not strong enough?"

"It's not that Odd."

"Then what is it?" he answered, yelling this time. Jeremie's eyes began to tear.

"We've already lost Yumi and Ulrich! We need you!" he responded in anger. Odd's expression softened.

"But Jeremie," he said, this time in a lighter tone, "how are we supposed to stop them?" Aelita looked on as the two boys stared at each other. Jeremie turned his chair back to the monitor.

"I've been thinking about that, and," he paused for a moment, "we need to enlist some help." He was very serious, just staring at his screen. Odd, of course, didn't share his focus.

"What are we supposed to do, call in the army?"

Jeremie growled in anger. "Yeah, sure, so they can shut down the computer and kill Yumi, Ulrich, and Aelita!" Odd just sighed.

"Why are we fighting?" Aelita asked calmly. "We need to stick together. Anger, hatred, that's what tore Ulrich from us, right? So more can't help us." The other two nodded.

"She's right, I'm sorry," Odd said and extended his hand. Jeremie took it and shook.

"Me too," he replied with a smile. Aelita jumped for joy.

"So, what did you have in mind, Einstein?" Odd asked in his usual, fun-loving tone.

"We need to return to Kadic," he said. "But we have to stay hidden; we haven't been back since last night. Also, X.A.N.A. may activate a tower to try to get us to go to Lyoko, so we have to hurry."

**+XoX+**

They approached the gate of Kadic Academy. The sun was high in the air and Odd's stomach growled.

"You know how long it's been since I ate something?" he said weakly. Jeremie shot him a dirty look.

"Since last night. You'll live." Nobody was in sight. Lunchtime, so no one would be, just as Jeremie wanted it.

"So, explain to me why we're looking for Jim," Odd asked.

"He's the best candidate to help us in Lyoko," Jeremie replied. Odd gulped. He knew confronting Jim could gain his help, but there was also the risk of him turning them in.

_Well, if he believed Jeremie before, he should believe him again._ He continued to follow Jeremie to the park, Aelita right behind them. They walked for almost an hour, traversing across the park, in the gym, and even through the woods, though they ran into an angry pack of wolves and Odd had to beat them back with his shoe. Jeremie said the bright yellow color of it probably scared them more than the beating. Odd just stuck a tongue at him an kept walking. The bell sounded and the three ran to the bathroom and entered the stalls so as not to get caught. The boys occupied one and Jeremie was forced to crouch, standing on the toilet seat. The bell rang a few minutes later, signaling that everyone should be in class. The three students burst from the bathroom simultaneously. They met up a couple minutes later.

"Guys," Aelita started, worry in her eyes, "a couple girls said Jim broke his arm after falling off the roof."

"Great, now what?" Odd asked, plopping himself on the ground in defeat. Jeremie put a hand to his chin and thought hard.

"We go to Plan B," he said finally. Odd gave him a strange look. "Good thing we don't need Ulrich's approval; this one's a double whammy."

**+XoX+**

"Curse him," X.A.N.A. said in aggravation. "He shut down the scanners."

"But Yumi, how will we get out if the scanners are offline?" Ulrich asked, completely oblivious to the fact that the person he was talking to wasn't, in fact, Yumi.

"We'll just have to give him a reason to turn them back on, my love," the false Yumi responded. "Come." X.A.N.A. moved across the ice in the direction of the nearest tower, Ulrich following behind her obediently.

**+XoX+**

"You've gotta be out of you mind!" Odd yelled after Jeremie finished elaborating his plan.

"Shhh." Jeremie put a finger to his lips. "This is the only way we're going to be able to combat X.A.N.A.," he said, slightly annoyed with Odd's lack of common sense. Aelita nodded.

"I don't like it much either," she chimed in, "but we don't have any choice." Odd shook his head in disapproval, but finally gave in.

"It's settled then," Jeremie announced. After about half an hour, the bell rang again and students began pouring into the school yard.

"Alright, we'll take him," Odd said to Jeremie, nudging his head in the direction of the boy at the vending machines. "You take her," he said, turning to Aelita and pointing a thumb over his shoulder. They nodded simultaneously and all three moved toward their respective targets, trying to conceal themselves as much as possible. Odd and Jeremie's male target popped a coin into the slot and selected his beverage. He waited for a moment as his cup filled with a brown liquid. They snuck over to him quietly and stood with their backs against the structure. The boy turned around and walked toward them, not realizing that he was about to be jumped. They jumped from their hiding places in unison, grabbed the boy, and dragged him back into the area with the vending machines.

Aelita had a harder time getting to her target. Only when the girl entered the bathroom, leaving her two leeches behind, did Aelita find her alone. The boys stared at her as she stepped in, then glanced at each other in confusion. The girl was standing in front of the mirror, fixing her make-up, brushing her hair, and other sorts of girlish habitual grooming. Aelita approached her with a little more sanity then how Odd and Jeremie proceeded. She walked up behind the cosmetic-wielding girl and tapped her lightly on the shoulder. She turned around and gasped. Aelita put a finger to her lips, signaling to keep quite, and pulled the girl into one of the stalls by her arm.

"William, can you keep a secret?" Jeremie asked, looking the boy straight in the eyes. "We desperately need your help." William stared back at him, unsure of how to react. Then he turned around and began to walk away.

"I've got class," he said as he made his way across the school yard.

"But it's about Yumi," Odd blurted out.

She grabbed Aelita's jacket. "Ulrich? What happened?" she asked in disbelief.

"Yeah. Now, I know this is going to sound crazy, but you can't tell anyone," she responded, pulling Sissi's hands off of her.

"For a long time now we've been leaving the school grounds to go to the abandoned factory in the middle of the river," Jeremie began, trying to think out how he was going to convince William that he was telling the truth. "There's a computer in there, a powerful one, that hosts a parallel world called Lyoko."

"For over a year now, we've been going to Lyoko to fight off an evil virus called X.A.N.A. It lives in the computer and can attack our world through these towers that link Lyoko with Earth," Aelita continued, attempting to explain everything from A to Z about what they've been doing to a very bewildered Sissi.

"Odd, Yumi, Ulrich, Aelita, and I, we've managed to fight off these attack. But recently, X.A.N.A. got free."

"Now Ulrich…"

"And Yumi…"

"Are in danger and need help. Odd, Jeremie, and I can't do it on our own."

"We need your assistance." William stared at him for a moment, stunned by all of the information he had just taken in. Then he smiled and began to laugh. Sissi did, too, and burst out of the bathroom in tears.

"Wow, that was ridiculous," the black haired boy said and began to walk away again. The bell sounded and he shot Odd and Jeremie an angry look. "Great, now I'm late." They stared at him with pleading eyes, but he just turned around and resumed walking. Then the sky darkened. Jeremie looked up at the black clouds that just formed overhead. And that's "overhead" meaning nowhere else but above Kadic Academy. The others looked up as well in utter amazement. Then the clouds began to flash and Jeremie's eyes widened.

"Odd, it's X.A.N.A., take cover!" he yelled to the purple themed boy and they both took refuge next to the vending machines. A bolt of lightning shot down at them and connected with the brick structure. Several more rained down on them and water began to pour from the sky. William turned around quickly at the sound of the thunder and witnessed something he had never seen before. Countless bolts of lightning were striking the building consecutively. Sissi ran up next to him.

"What do we do," he asked in complete shock. Sissi recovered from her astonishment and ran to the science building. "Where are you going?" he yelled after her, but she just kept going. "Great."

"Jeremie, if we die here, I want you to know that I ate your last fudge bar," Odd confessed and backed further away from the entrance.

"You what?" Jeremie responded in disbelief. "This is serious!" Odd put on a big grin. Suddenly Sissi came running back with arm length rubber gloves and a long metal pole.

"Stand back," she said and ran forward. She jabbed the pole into the ground in front of the boys' safe haven and stepped back quickly. The next lightning bolt that came down connected with the rod and was absorbed into the ground. The lightning continued to come down, only to inevitably meet the pole. Eventually, X.A.N.A. stopped the attack and the sky cleared. William and Sissi were soaked with rain and began to shiver.

"What the hell was that?" he asked, completely stunned.

"That," Jeremie explained, "was an attack by X.A.N.A." William and Sissi were speechless.

"Um, did I miss something?" Aelita asked, staring at the drenched people in front of her.

"Where were you?" Jeremie asked her quietly. She blushed slightly.

"Bathroom," she responded with a big grin. He blinked a few more times than normal, then shook his head. Then he turned back to his savior.

"So, now that I'm sure you're convinced that we're telling the truth, want to lend us a hand?" She nodded and so did William.

"Looks like you guys really need our help," he said and gave a thumb up. "Count me in."

"Me too!" Sissi chimed in with her girlish voice. Jeremie smiled as he examined his new team.

_Alright, watch out X.A.N.A., we're coming._ "Alright everyone, to the factory," he commanded and led the way.

**+XoX+**

"I think that got their attention," X.A.N.A. said, floating in midair above the Eye platform. Ulrich looked at who he thought was Yumi, gazing at her magnificence.

"Great, and when they come," he responded, making a slicing motion from ear to ear. X.A.N.A. laughed and hugged Ulrich tight.

"Just don't kill them, alright?" the fake Yumi asked. Ulrich nodded and kissed her, it, on the lips.


	7. Chapter Six: Dance with Death

**Chapter 6: Dance with Death**

William and Sissi looked at the giant computer in complete bewilderment.

"That's X.A.N.A.?" William asked.

"Yes," Jeremie replied, pushing his glasses up onto his face. "Well, at least where it lives."

"Why don't you just shut the thing down?"

"Because Aelita's linked to it. If we shut it down, she'll die as well." They turned to Aelita who dropped her head in shame. Jeremie gave her a pitying look, then, "Alright, the scanner room." They all walked into the elevator and ascended another level. After the four Lyoko soldiers stepped out, Jeremie took it up to the lab. He made his way to his chair, sat down, and put on his headset. "Alright everyone." The others listened as his voice echoed throughout the room. "I'm sending you to the Ice Sector, where the activated tower is. Get some practice with weapons and vehicles before you take Aelita to deactivate it." The seemingly dead scanners began to whir as Jeremie booted them back up. "Hurry up and get in." They did so, stepping up inside of the scanners with a little reluctant hesitation by Sissi and William. They turned around and were amazed as the doors closed in front of them, isolating them from the rest of the world. "Transfer, Odd. Transfer, William. Transfer, Sissi," Jeremie said and tapped some keys. "Scanner." Then, finishing the process, "Virtualization!" The two new members of the gang felt and unusual sensation as their bodies were being taken apart, molecule by molecule, and reassembled inside the computer. Suddenly, they were floating, looking out to miles of ice and water. They dropped to the ground, Odd landing perfectly on all fours. William barley noticed that he, too, fell and caught himself in a squat before meeting the ground, only to slip and fall on his face. Sissi fell in such an inept manner that she landed on her bottom.

"Ow!" She stood up and rubbed it lightly. Odd stared at her until she turned around and said, "What are you looking at?" He just looked away and blushed, then brought himself up on two feet. William pushed himself off the ground and stood up.

"Well, this is odd," he said, looking around.

"No," Odd responded, pointing a thumb to his chest, "I'm Odd." He smiled and garnered the annoyance of William, verbally leaping onto the black-haired boy's first nerve.

"OK, that's going to get anno-" he began, turning around and pointing a finger at Odd, but stopped after something nudged against his leg. He looked down and found a sheath strapped to his side. Then he examined himself up and down. He was wearing a yellow samurai outfit, complete with sword and headband. He grasped the handle and slowly drew the weapon. "Wow," he said in total exasperation as he pulled the blade from its protective covering. Then he looked at Sissi and snickered.

"Something funny?" she asked, looking at him with an innocent expression. She ran her hands down the flowery kimono and said, "I find it very sliming."

"Alright guys, here comes Aelita," Jeremie said from nowhere. The girl in pink appeared over the ice near them and landed on the ground.

"How do you two feel?" she asked. They weren't listening though, just throwing insults back and forth.

"You look like a clown with all that make-up," William said, laughing. Sissi threw her long, virtual hair back.

"Well you're looking pretty chubby in that," she countered, pointing to his stomach. His face turned red and he pointed his sword at her.

"Can we stop fighting each other please?" Jeremie yelled.

"Hey, why don't I get a weapon?" Sissi asked in an annoyed, and at the same time annoying, voice. She pulled out a fan. "All I get is this stupid thing!" she said, swinging it about. "I'm not some entertainer!" It caught the tip of Odd's hair a couple inches in and removed a chunk. He screamed and picked it up, turning it about in his hands. "Hey, that's sharp," she said and brought the weapon close to her face.

Jeremie coughed. "If we're done now, I'd like you to ride around on your vehicles for a bit and get used to them," he said into his microphone. They turned around and looked at their rides. Odd climbed onto his Overboard, still a little distressed at his hair loss. He pointed to the monocycle.

"William, you take that one," he told him.

"Sweet," he responded in excitement and jumped on. Sissi climbed aboard the Overwing and Aelita got on behind her.

"Aelita," Odd said, "maybe you should wait until she gets the hang of it." Aelita nodded and stepped off the vehicle. Sissi quickly found the method of control for it and began to fly around, out above the ice sheets, then over the digital sea, although she wobbled around excessively, causing Jeremie, Odd, and Aelita to gasp several times when she almost fell into the water.

"Please be careful," Jeremie told them. "I just deactivated the scanners and-"

"You did what?" Odd yelled.

"I had to. If they stay online, X.A.N.A. could escape."

"But…"

"It doesn't matter anyway. The materialization program has a bug in it too. If I try to materialize you, it will have the same effect as when X.A.N.A. tried to virtualize us; you'll die," Jeremie told them seriously.

"This all sounds pretty bad," William said, pulling his Overbike back up to Odd and Aelita after riding around a bit.

"Don't worry, it'll be fixed by the time you need to get out," Jeremie said. Then, quietly to himself, pulling the microphone away from his mouth, "I hope."

**+XoX+**

"Hey, this isn't so hard," Sissi said, flying around over the ice in total mastery of the Overwing.

"Yeah, and it only took four hours," William said and laughed. She stuck a tongue out at him. Suddenly, several lasers flew by her and she turned around. There were three hornets approaching.

"What's that?" she asked in shock of the attack.

"Hornets. They're X.A.N.A.'s monsters," Odd replied and readied his gauntlet. "You have to hit the Eye on their foreheads with your weapon." Sissi pulled out a fan.

"OK, so I just fly up and slice at them, right?" she asked, cutting her fan through the air several times.

"Just don't get hit. Too many and you'll devirtualize," Jeremie told her. "Normally, you'd come back to the real world, but the scanner's offline, so you'll end up dieing for good."

"That fan's made for throwing, anyway," Odd said and fired. "Laser Arrow!"

"Do you have to say that when you attack?" William asked sarcastically, unsheathing his sword.

"No, but it makes me feel cool," he replied with a grin. Sissi turned the fan over and stared at it for a moment. Then she nodded and tossed it away in Frisbee fashion. It soared through the air, slicing through the Eye on one of the Hornets. She jumped for joy.

"Yes!" she shouted happily, but was suddenly surprised as the weapon came spinning back to her and she ducked just in time to narrowly avoid the projectile. Odd dispatched the second Hornet with a barrage of arrows. William jumped up and down, attempting to take out the third, but couldn't reach. The blonde hovered next to him and jumped off the Overboard.

"Care for a ride?" he asked, smiling. William smiled as well and jumped on. Then he flew alongside it, his altitude fluctuating as he tried to stay next to it. He sped up, turned the blade of his sword toward the Hornet, and hit the "brakes", stopping in a split second. The monster kept on its course, not having any time to react and passed by William, the sword slicing through it. It exploded in midair and the boy descended to join the others.

"Alright!" Jeremie yelled and then resumed typing.

"That was great," Aelita said cheerfully. Both William and Sissi smiled at each other in triumph.

"OK, what do we do now?" he asked in uncertainty, yet great confidence.

"Well, I would say go deactivate the tower, but X.A.N.A. just did that for us," Jeremie responded in a slightly confused voice. "This could get dangerous, guys. It looks like X.A.N.A. just wanted to get us to come to Lyoko, though I can't seem to figure out why. I mean, X.A.N.A. would've known that I was going to fix the virtualization program."

"Maybe X.A.N.A. just wanted the scanners back online," Aelita said. "Maybe it's just overconfident and thought it could devirtualize us, knowing you would have to reactivate the scanners."

"Well listen up, Odd, William, Sissi, don't give X.A.N.A. that chance. Take it and Ulrich out so I can figure out how to reverse all of this," Jeremie told them strictly.

"I say we go find them now," William said boldly.

"I don't know. Odd, do you think they're ready? It's only been a few hours of training," Jeremie asked from his console.

"Did you see how they handled those Hornets? I think they have a pretty good chance against X.A.N.A. and Ulrich," Odd replied.

"This isn't a game. I want to know if you think they can really take them," the computer genius said sternly.

"We can't just stay here forever, Jeremie," Aelita said. "I think they can handle this."

Jeremie paused for a moment before saying, "Alright, I'll try and locate them." William looked around and spotted two figures out on the distant ice.

"Um, hey Odd," he said and pointed. "What's that?" Odd followed his finger. Then he laughed nervously.

"Hey Jeremie," he said as the figures started toward them. "You can stop looking if you want." Jeremie examined his monitor and watched as two red triangles moved in the direction of the five Lyoko warriors.

"Look out everyone!" he yelled into his headset. "Here come X.A.N.A. and Ulrich!"

**+XoX+**

"Look, they've brought friends," X.A.N.A. said as it hovered beside Ulrich. "You'll have to kill them too." The boy squinted to see who it was. His face softened at the sight of Sissi, but assumed anger once again after spotting William.

"I'll take them, Yumi," Ulrich said, putting out his left arm to signal X.A.N.A. to stay where it was. Then he charged at his virtual enemies in supersprint.

**+XoX+**

"Here he comes!" William shouted as he watched Ulrich speeding towards them and drew his sword. Sissi pulled out a fan and Odd stood with his arm pointed at Ulrich. He cocked his gauntlet and awaited Ulrich's arrival. Jeremie was typing franticly at his computer.

"Hold them off just for a little while; I've almost finished debugging," he told them.

"No problem," William responded. "I won't have any problem doing," he began, Ulrich finally reaching him, "THIS!" He yelled this last world as he attempted to strike Ulrich with his blade. Ulrich jumped over it, though, and passed above William. Then he tried to attack, the black haired boy having minimal time to parry. Ulrich landed on his feet several feet away, his back to his target. A quick shift of his feet allowed him to charge once again at the boy. He brought his sword down on his virtual counterpart, but this time, William was ready and easily took the attack to his sword. The blades met and they struggled, pushing hard to knock the other off balance. Odd and Sissi prepared to join in when suddenly Odd screamed and collapsed. Sissi turned around and was face to face with her nemesis in the battle for Ulrich's heart.

"X.A.N.A.," she said coolly, "you look just like Yumi." She pulled out a second fan. "This should be fun!" The fans flew through the air as she released them to her sides. They curved around X.A.N.A. and came back to her. Before reaching their intended target, they stopped, caught in the electricity emitting from X.A.N.A.'s body. Then the fake Yumi drew its own fans and hurled all four at Sissi. She ducked out of the way and jumped forward, pushing out of her squat, and socked X.A.N.A. in the face. The virus was sent flying, then hit the ice and continued to slide. Sissi concentrated and caught the four fans in her telekinesis. Then she grabbed them, two in each hand, and prepared for Yumi's imposter to get up. Odd go back on his feet and looked at Aelita. She was screaming to him.

"Look out!" she yelled, pointing over his shoulder. He still couldn't understand what she was saying; X.A.N.A.'s attack threw him off balance. A Krabe approached him and was ready to fire its lower laser. Aelita dropped to her knees and placed her finger tips together. Then she began singing. Ice pillars on both sides of her shot from the ground and extended into the air. She lifted her arms and then brought them down quickly. The pillars arced downward and moved at lighting speed. They pierced through the Krabe's Eye, crossing each other, causing the monster to explode. Odd turned around in surprise.

"Oh, that," he said, trying to shake off his fatigue.

"Just a little longer guys, keep up the good work," Jeremie said desperately from his console. William's and Ulrich's swords continued to clash as they blocked each other's attacks.

"Ulrich, stop!" Sissi yelled. Then she too fell to the ground, X.A.N.A. standing right behind her with electricity dancing about its hands.

"William!" X.A.N.A. shouted in its layered Yumi voice. He stopped and turned to what he thought was Yumi, hoping she was back to normal. This was a mistake, though, and he grunted as Ulrich's sword stabbed through his chest and his body broke apart, leaving a wire frame of his body which vanished soon after.

"No!" Odd yelled. He analyzed the situation, taking everything he could. "Aelita, hurry up and get on the Overboard! This isn't going to have a happy ending." Aelita nodded and ran over to the purple hover board.

"Get to the nearest neutral tower as fast as you can," Jeremie commanded. Aelita got on the board and took off. X.A.N.A. grabbed one of Sissi's fallen fans and sliced it through the girl's stomach. She devirtualized as well, leaving Odd all alone, he stood there, shaking in X.A.N.A.'s and Ulrich's wake.

_I have to hold them off for Aelita._ He ran toward an ice pillar, shooting arrows at the two along the way. They were easily blocked, X.A.N.A.'s electricity and Ulrich's sword made sure of that. "Jeremie, I hope you fixed the-" he began, but was cut off, almost literally. Ulrich had stabbed his sword through the pillar with so much force that it had collapsed and the blade made it to Odd's back. It pierced all the way through and Odd gasped. His attacker withdrew his sword and Odd fell to the ground, devirtualizing in the process.

Aelita front flipped off the board and into the tower. "Materialization, Aelita!" Jeremie yelled, pressing a key on his keyboard quickly. She lifted into the air and vanished. The next thing she knew, she was in the scanner. She stepped out and was greeted by Odd, William, and Sissi. She gasped at seeing their outfits, the same one's they wore in Lyoko.

"You're still wearing…" she began. She was puzzled and looked down, seeing her own Lyoko attire, then looked upward. "Jeremie?" He just chuckled.

"Hurry and head upstairs," his voice commanded, emitting from nowhere. "They'll materialize any second."

"Good thing you fixed the program," Odd said as he ran into the scanner. "And with a perk." He examined his hands, which weren't hands anymore. They were cat paws covered in a purple, arrow loaded gauntlet.

"Ever since X.A.N.A. gave Ulrich his powers, I had to figure it out, just incase you need to fight them in the real world," Jeremie responded. The elevator closed and ascended.

"I don't get why he doesn't just shut down the scanners before they get out," William said in confusion.

"Well, we don't want anything to happen to Ulrich, so that would be a risk we aren't willing to take," Aelita told him.

"I'm sure Jeremie knows best, William," Sissi said, turning to him and smiling. The elevator stopped and the door opened to the large room on the ground floor of the factory. They stepped out and awaited their enemies, trusting Jeremie's word that they would, in fact, return to their world once again. The wait didn't last too long as a bright flash of light generated out of thin air and disappeared, revealing the two evil entities they were waiting for. William pulled out his sword and held it in front of him. Sissi drew her fans, Odd readied his arrows, and Aelita formed her hands into a diamond shape.

"Alright everyone, no backing down!" William yelled and they prepared to fight.


	8. Chapter Seven: Make Evil Go Away

**Chapter 7: Make Evil Go Away**

William and Ulrich launched themselves into the air and met, swords crossed. Then they dropped, their swords still touching, and flipped upside-down. Using each other's blades as walls, they pushed off of them and flipped backwards, landing on their feet simultaneously. Ulrich charged and made a diagonal slash at William who lifted his sword and parried. Then he went on the offensive, bringing down his sword, Ulrich easily blocking it, holding his own weapon horizontally in both hands. The evil boy jumped high, flipping in midair, and his feet touched the ceiling. He landed in a squat and pushed off, flying at lightning speed toward William. He landed on top of the black-haired boy, their swords forming an X above and below each other's heads. Ulrich was completely vertical, his face just inches away from William's, who was struggling to keep himself up under the weight. He began to sink to his knees and eased up on his grip of his sword. Then, in quick succession, he dropped down on one hand and brought his right foot above his body. It connected with Ulrich's face before the evil samurai even had time to drop an inch. The impact sent the boy flying through the air. He crashed into one of the already damaged support pillars, ceasing his further advancement. He was stuck there for a moment before sliding down a few inches and then ultimately crashing to the floor, landing on his stomach. William approached him and pulled him to his feet by his hair. Then he took his own weapon and pulled it back.

"William!" Jeremie yelled, stepping from the elevator. William looked to him. "Don't kill him!"

"We have to end this before people get hurt!" he yelled back to Jeremie.

"If we send him back to Lyoko, then I'll be able to fix this! Just knock him out and take him to the scanner room!" William nodded and looked at Ulrich, who was out cold in his grasp. Jeremie turned back to the elevator and said over his shoulder, "By the way, that's not X.A.N.A., it's Yumi." William turned back to Jeremie.

"What?"

"X.A.N.A.'s in control of her body." He turned back to the elevator and stepped in. William's jaw dropped and he stared at Yumi, her body emitting electricity as she sent Sissi flying backwards with a bolt of lightning. Then he turned back to Jeremie, still stunned.

"And when were you planning on telling us?" he yelled in frustration.

Jeremie punched the down button and said, "I just found out myself." The door closed and the elevator descended down the shaft. William watched it go down, then looked back to Yumi as she fought Sissi. She jumped into the air and threw her fans at Yumi. They reached her, but were caught in her electric field and stopped. She grabbed them and returned them to her opponent with aggressive force. The came spinning back toward Sissi, who ducked underneath them and they passed over her head. Then she quickly executed a backflip and landed on the projectiles on the tips of her toes as they came back towards her. She rode them over Yumi and somersaulted off behind her, grabbing the fans in mid-air, then landed on the ground, turned around, and charged at her. Yumi drew her own fans and parried the oncoming attack. Sissi slashed at her consecutively with both weapons several more times, she just stopping each of her attacks. Then Yumi began her attack, fighting her opponent in the same fashion that she had, only faster. So fast, in fact, that Sissi could barley keep up and began slowing down as she fatigued. Yumi wasn't letting up, though, and continued the assault. Sissi continued to parry, trying to find an opening. _There!_ After Yumi's last attack, Sissi ducked down and pushed off the ground, feet first. She grabbed Yumi's neck between her legs with her hands planted on the floor. Then she forced her body forward and flung Yumi across the room. She landed several feet away and Sissi fell to her knees, hands still on the ground. She stood, picking up her fans, and turned to face Yumi. Her body limped slightly as she attempted to keep her balance, tired from the onslaught. Her breathing was heavy and she could barley speak.

"Give me… back… my… Ulrich!" She charged up to Yumi, who had just lifted herself off the ground, and began her combo of fury again. This time, Yumi wasn't prepared and Sissi caught her on the wrist and slashed across her stomach. The possessed girl fell to her knees in pain, clutching her belly to stop the blood flow. She stood ominously over her, ready to strike the final blow.

"Sissi!" William yelled to her, watching in horror as she began to bring down her fan on Yumi. She stopped and turned to the boy in confusion. "That's the real Yumi!" Sissi gasped and turned back to the girl who was on the ground, hunched over in pain. "Jeremie says-" He stopped as the boy in his hand stirred. He let go of Ulrich's hair and jumped back a few feet, then readied his sword for him to attack. Then he turned his head around back to Sissi. "She has to be transferred, take her to the scanner room." She nodded and faced back to Yumi, who slowly picked herself off the ground.

Odd scratched his head and asked, "What should we do? They look like they have it under control." Aelita nodded and looked back to Ulrich, then to Sissi.

"Just wait until they need us," she responded calmly. "This looks more like a personal battle than anything." Odd laughed softly.

"No kidding." Sissi put her fans away and walked over to Yumi who was up to one knee. She grabbed her by the kimono and began to lift her off the ground. Yumi wouldn't have it and lifted her arms in between Sissi's, breaking her grip. Then, very quickly, she got to her feet and wrapped her hand around Sissi's face. Sissi's eyes opened wide in surprise as Yumi sent electricity searing through her hand. Sissi went airborne and landed on her back yards away from the attack site. Yumi grinned evilly and floated over to her, then pulled out a fan and kneeled next to the tired Sissi. She lifted her weapon, about to strike.

"Laser Arrow!" Several golden projectiles flew from nowhere and struck Yumi in the back. She staggered forward and looked around the room, franticly searching for her attacker. She looked to Odd, who had his hand held up. He smirked cockily at her and fired a few more arrows. She blocked these this time with her electric barrier and approached him. Aelita ran for cover behind a nearby support pillar. Odd took several steps back, trying to stay as far away from Yumi as possible.

Ulrich and William continued to exchange strikes, then blocks, then strikes, then blocks. "Snap out of it, Ulrich!" he yelled, pushing the evil samurai back with the side of his blade. "X.A.N.A… has you… under… its… control!" he continued to shout, pausing several times in the middle of his sentence to block Ulrich's continuous attacks. He didn't hear a single one of William's words, pressing on his assault in blind rage. He thrust his sword forward. William held up his own weapon and used it to push Ulrich's to the side. Then he quickly leaned in and grabbed Ulrich by the arm. He twisted it, causing the boy to drop his sword. He picked it up quickly and held both blades in front of him. Ulrich stared at him in anger. Suddenly, a pillar of concrete shot from the ground underneath him and took him upward. It stopped, inches from the ceiling, and the boy froze from the shock. Aelita poked her head from behind the pillar and smiled at William. "Thanks, Aelita," he said and smiled back. Her cheerful expression faded and she pointed to Yumi as she knocked Odd to the ground with the flat side of her fan. He hit the ground hard and let out a tiny scream. William watched, turned back to Aelita and nodded, then supersprinted toward Yumi, drawing his blade. Her back was to him when he approached and he stopped directly behind her. He slid his sword around her body and pressed the sharp side of it against her neck. "Don't move or I'll…" _I'll what?_ He hesitated, trying to think of something threatening, but nothing came to mind, not while he was talking to Yumi. She turned around slowly and he didn't budge.

"William," she said soothingly. He stared her in the eyes and lowered his weapon.

"Y-Yumi," he said back, dropping his sword to the ground and wrapping his arms around her. Sissi sat up and shook her head. She looked to Yumi and William and rubbed her eyes, making sure that the attack wasn't causing a hallucination.

She screamed out to him when she was convinced, "William!" He wasn't listening and continued to hold Yumi. Suddenly, his sword lifted inches off the ground and moved stealthily behind him. Then it lifted into the air, blade pointing toward him. "William, look out!" Sissi screamed in unparallel distress. It was too late; Yumi shoved him backward and the blade pierced through his back and through his chest. His eyes opened wide on the impact, then they closed and his body fell limp, still suspended in the air by the sword. Yumi looked around his motionless carcass at Sissi, who was trying to stand back up. She got to her feet and watched as the evil geisha moved toward her in defiance of gravity, hovering above the floor. Sissi hunched over slightly and was gasping for breath. She attempted to maintain confidence when she spoke, "I guess it's just… you and me."

"Not exactly," a voice behind her said. She whipped around, knowing exactly what she was going to see: Ulrich. He smirked and kneed her hard in the stomach. She choked up a restrained cough and backed up, wrapping her arms around herself. Then she collapsed to the ground, falling to her knees and the side of her face hitting the floor. Ulrich pulled out his sword and faced the point downward.

"No!" Yumi yelled at him. He paused in mid-strike and stared at her in puzzlement. "We must transfer them."

Ulrich was still confused, "But why?"

"To gain control of our bodies, just like Yumi," Jeremie said, stepping from the elevator. "That's why you altered the materialization program the first time, X.A.N.A." Ulrich looked from Jeremie and then back to Yumi.

"X.A.N.A.?"

"No, don't pay him any mind," she said, attempting to keep Ulrich from reverting to his senses. It worked and nodded, then directed his attention to Jeremie. He charged at the boy, who cowered in fear at the oncoming attack. They were feet apart and Jeremie dropped to his knees in defeat. All of a sudden, the ground between them opened up into a wide, circular void. Ulrich hardly had time to react, but managed to push off the edge of the hole to thrust himself into the air, still puzzled why the ground suddenly caved in. He cleared half of the gap and would have reached Jeremie. Would have, except for the large, cement hand that shot from the opening and wrapped its concrete fingers around him. He struggled to get free, wriggling around. Aelita approached him, her hands in diamond shape, singing in fierce anger.

"Leave him alone!" she yelled and screamed her final note. The ground closed up and wrapped around Ulrich's trap at lightning speed, encasing him in a spherical, cement isolation chamber attached to a concrete stem protruding from the factory floor where the hole once was. Jeremie slowed his breathing, and turned his head to Aelita. She smiled at him and fell to the side and onto the ground. Yumi was stunned and stared at Ulrich's prison. Then she looked over to Jeremie and smiled.

"Your girlfriend tried to save you, how cute," she said sarcastically, moving toward him. He cringed and watched as she approached him.

**+XoX+**

"Thanks a lot Yumi. There, you see? It's good to have real friends, isn't it?"

---

"Please Yumi, don't give up. We need you to fight against X.A.N.A. I need you!"

---

"Yumi, you know what happened on Lyoko. I mean, uh, what nearly happened."

"Um, now that you mention it, um, I'd rather you didn't talk about it to Odd or Jeremie. At least, not right away."

---

_Yumi, Yumi, Yumi. That's all I've been worried about. Odd, Jeremie, Aelita, even Sissi and William at this point, they're my friends too, and they've been fighting to save me and Yumi. And what have I been doing this whole time? I let Yumi, no, X.A.N.A. take control of me. Now they're going to die._ Ulrich began to cry, curled up inside the cavity of Aelita's cement prison. _No, I have to do something. I have to undo what I've let happen!_ He began to scream and attempted to force his way out. _I can't let it end like this!_

**+XoX+**

Jeremie attempted to flee Yumi, resulting in him fall on his back. He scurried away from her, but to no avail. She concentrated and held him in place with telekinesis. Then she lifted her hand, sparks flying from it. Jeremie yelled in distress, "Don't do it Yumi!" He shut his eyes tight and prepared for her strike. There was a loud rumble, then a metal to metal clash, and he kept his eyelids closed. The he opened them slowly and gasped at the additional figure in front of him.

"Ulrich, my l-"

"Shut up, X.A.N.A.!" he yelled. "You're not the Yumi I know!" He took a step back to stand over Jeremie. "The real Yumi is my friend, and so is everyone else lying here," he said and waved his arm about the room. "You, you're just a computer virus that's infested my best friend." His eyes almost glowed with the intense fire that brewed beneath them. He turned his head slightly to the side. "Jeremie," he said softly, "get to the lab and do what you need to do to remove X.A.N.A. from Yumi." Jeremie stared at him for a moment, then nodded, getting up and running toward the elevator. Ulrich faced back to Yumi and glared. "X.A.N.A.," he said coolly, then raised his voice with each of his next words, "go back where you BELONG!" He charged her, thrusting his sword forward. She sidestepped and made a swipe at him with her fan. He parried it with his sword and attacked again, this time making several consecutive attacks. She backed up to avoid them and staggered backward, tripping. She planted her hand on the ground and pushed up before hitting the floor, launching herself several feet into the air and she landed on her feet, facing Ulrich. He ran to her again and slashed at her. She jumped into the air and landed weightlessly on his blade. He stared in awe as she stood there on his weapon. Then he quickly ducked down and did a summersault onto his back. He kicked her in the stomach before she had time to react and was sent flying across the room. She hit the ground hard on her back and screamed on the impact. Her arms wobbled as she attempted to lift herself from the ground and sat up, staring through blurred vision at Ulrich. Then she pulled out a fan and launched it at him. He watched it approach him and held his sword level with his face in front of him. The fan reached him and he frontflipped over it, stabbing his sword through the center of Yumi's projectile. It stopped, trapped around the blade, and Ulrich landed on his feet, keeping his hands on the handle of his weapon. The fan stopped spinning and dropped to the ground and Ulrich quickly drew his blade from the ground. He faced back to Yumi and advanced toward her. He smirked but turned around suddenly at hearing the familiar whirring sound of Yumi's fans behind him. He held up his sword parallel to the ground and put his left hand behind the blade to support it, stopping the weapons in midair. They kept pressing forward, though; Yumi's enhanced telekinesis made sure of that. He struggled to push keep them from making contact with him. Yumi grinned evilly and held up her hand. Electricity began generating from it and she positioned herself directly behind him. He was unaware of the final blow that was about to be dealt to him. Just then, the fans dropped, as did his potential assaulter. Just behind her was a boy with black hair, dressed in Ulrich's customary Lyoko outfit. He held a thumb up, staggering a bit. Ulrich returned the gesture. "Thanks, William." William nodded and smiled.

"You owe me one," he said weakly and fell to the ground. Ulrich nodded and smiled as well. Then he looked to Yumi's unconscious body, lifted her over his shoulder, and headed toward the elevator.

"Time to fix this once and for all," he said triumphantly, still fatigued from battle.

**+XoX+**

"There, all done," Jeremie said, pulling off his headset. Then he stood up from his chair and made his way to the elevator. Ulrich stepped out of one of the scanners, Odd and Aelita falling from the other two, still unconscious. Jeremie emerged from the elevator and helped Ulrich lay them next to the other three motionless bodies of William, Sissi, and Yumi. Everyone's powers had been reversed and they all wore their normal, everyday clothing, completely relieved of Lyoko and the X.A.N.A. attack that had plagued them for the past few days.

"I can't believe it's finally over," Ulrich said, sighing.

"What do you mean? You were under X.A.N.A.'s control; you shouldn't remember much of what was going on, so this whole thing should just be a blur to you," Jeremie said.

"No, that was me. I thought that was Yumi and so I listened. I remember everything that happened," Ulrich said and put his head in his hands. "That wound I gave you, I did it out of anger. I was convinced it was your fault that Yumi disappeared, and I wanted revenge. It was all me the whole time." He began to cry. "I'm so sorry, for all of this." Jeremie put a hand on Ulrich's shoulder.

"Well, you listened to Yumi, even though she wanted you to kill your best friends, so…"

"But that wasn't Yumi!"

"Listen, Ulrich. You thought it was, and you listened. I hope you understand why you listened and why you did what you did." Ulrich thought for a moment and nodded.

"Yeah," he said and smiled. "Yeah I know why." Then he stood up. "Well, I know what I have to do when she wakes up then." Jeremie smiled too and headed toward the elevator.

"How about a return trip?" Jeremie asked him. Ulrich shook his head in agreement.

"That would be great." He followed Jeremie into the elevator and rose to the lab. They made their way to the Super Computer console and the youngest of the two sat down in the chair. The keyboard clacked as he typed a few keys, then jabbed the largest of them.

"Return to the past, now," he said and a large, white pillar shot from the holographic projector in the center of the room and expanded, consuming everything in sight.

**+XoX+**

Ulrich leaned against the wall of the school. "I never thought I'd see this place again," Odd said, following suit and putting his back against the stone support pillar.

"I'm actually glad to be back at school, after everything that's happened," Ulrich told him. Odd nodded reluctantly, but knew he was as well.

"Well, at least you're back to normal." He smiled. Ulrich dropped his head.

"I'm sorry, Odd. I can't believe I helped X.A.N.A. do this."

"Don't worry about it, buddy. We're all alright and we saved Yumi," Odd said and looked over Ulrich's shoulder at the black-haired girl that approached them. "Speaking of which." He nodded his head in her direction, causing Ulrich to turn around. His face turned a light shade of pink and he looked away. She walked up to them and stopped, leaning next against the wall next to him.

"Hey guys," she said in a somewhat gloomy mood. Having the events of the past few days reported to her by Jeremie the previous night was a real downer on her.

"Not you too!" Odd said in astonishment. "It's over guys! We stopped X.A.N.A. and nobody got hurt!" Yumi smiled.

"You're right, thanks Odd." Ulrich cleared his throat and removed himself from the wall.

"Yumi, can I, um, talk to you for a minute?" he asked timidly.

"Uh, sure." He motioned Odd to leave and he did so, nodding knowingly. They stood for a moment in front of each other, not saying anything.

"Yumi, what happened these past few days," he looked her in the eyes as he said this, "I'm sorry. I should have been there so you wouldn't have had to deactivate that tower. If I had been there, you may not have had that happen to you, and X.A.N.A. wouldn't have gotten free."

"Ulrich, listen, it's not your fault. I knew the risk I was taking, that there might be a problem with Jeremie's program. I did it to save the one's I love." She looked away from him.

"But it is my fault. Even if I couldn't have save you then, I could've helped you when X.A.N.A. possessed you. I wasn't doing anything to help you when X.A.N.A. tricked me to do what it wanted. And I only did it because I thought it was you." Yumi turned back to him.

"That's right, you did it because you thought it was me." She moved closer to him and asked, "But, why would you listen to me like that?" Ulrich's face became red.

"I was upset that you were gone. I guess I was so glad to see you again that I wasn't thinking straight." She put her arms around his neck.

"Was it only because you missed me?" Ulrich's face was practically on fire. He thought back to his conversation with Jeremie the day before. _I know the reason why I helped her, even when she was under X.A.N.A.'s control._

"No, no it wasn't," he said in full confidence. He wrapped his arms around her waist and leaned into her, his lips pressing against hers. Her eyes opened wide, not quite expecting it. Then she closed them and deepened the kiss. They stayed that way for a moment, both unable to believe that what they had wanted for so long had finally became reality. He pulled his face away from hers. "It was because I love you." Her eyes began to water and tears slid down her face. She held him as close as she could and began to cry.

"I love you, too." Ulrich held her tight as she sobbed over his shoulder. They held each other for a few minutes, Yumi's crying slowing down.

"Ulrich dear!" He flinched when he heard this. Yumi backed away from him slightly and nodded, then wiped away her tears. Sissi approached them and stopped behind Ulrich. He turned around to face her. "Ulrich, what happened?" she asked in voice that wasn't obnoxious like usual. In fact, it was more confused than anything. "Weren't we just at the factory?" Yumi gasped and turned to Ulrich.

"So Jeremie let you keep your memory," he said quietly.

"What do you mean?" Sissi asked, still confused.

"Yumi!" another voice shouted. This time it was William. Yumi wrapped her arm around Ulrich's as he approached. "Yumi, are you alright?" She nodded.

"Yeah, I'm OK," she replied, assuming that he still remembered what had happened as well. "No more X.A.N.A." He sighed in relief.

"That's good. Now, what's going on?"

"I don't get why Jeremie let them keep their memory," Yumi said softly to Ulrich in disbelief.

"Sissi and William helped save us," Ulrich said and turned to her. "Jeremie said they deserve to remember what happened."

"Precisely," Jeremie said, walking toward them hand-in-hand with Aelita. "The computer in the factory," he began, directing his attention toward Sissi and William, "allows us to go back in time. In order to undo all of the damage X.A.N.A. had caused, I did just that."

"So, we went back in time and now we're reliving a day?" William asked, slightly confused.

"Yes."

"And that happens a lot," Odd said, rejoining them. "You'll just have to put up with it, if you wanna be part of the team." William and Sissi gasped.

"You mean…?" Sissi started.

"That's right," Aelita responded with a smile. "Thanks to you, everything is back to normal. It's the least we can do."

"Alright!" William yelled joyfully. Sissi jumped in the air, thrilled by their offer. Then Odd put his hand in between all of them, palm down, and grinned. Everyone else smiled, too and Jeremie put his hand in, followed by Aelita, then Yumi, Ulrich, William, and Sissi. They looked at each other with smiles on their faces, threw their arms up in the air, and yelled in excitement, knowing that, on that day, they were stronger after all.


End file.
